Roidu End User Service and License Agreement

Updated 08 November 2018

This Service and License Agreement (“Agreement“) sets out the terms and conditions applicable to the use of Roidu services (“Services“) including Roidu Application (“Application“), Roidu Device Management (“Device Management“), Roidu Survey (“Survey”), Roidu Reporting (“Reporting”) and Roidu website (“Website”) provided to an customer business entity (“Customer“) by Roidu Ltd, business ID 2177774-0, having its registered place of business at Kalevantie 2, 33100 Tampere, Finland (“Supplier” or “Roidu”). By signing up for and/or using the Services you as a Customer confirm that you have read and agree to be bound by this Agreement and the Privacy Policy attached hereto.

1. Background

1.1 The Supplier is the provider of aforementioned Services for publishing and managing content and interactions on mobile devices, building and publishing surveys on these devices and reviewing and analyzing the results of the surveys. Supplier’s Services may also include hardware (“Hardware“) and additional professional services (“Professional Services“).

1.2 Privacy Policy, which outlines the Supplier’s practices towards handling of any personal data in context of the Software by the Supplier for its own purposes, is available here. Privacy Policy is a part of this Agreement.

2. Changes

2.1 Any changes to this Agreement including the Privacy Policy shall be effective immediately for new Customers of the Services. As for the existing Customers, changes shall be effective thirty (30) days after a notice of such changes has been posted in the Software or emailed to the Customer. Continued use of the Services by the Customer after the said period of thirty (30) days has passed will constitute an acceptance of such changes by the Customer. Please visit regularly the Services in order to view the then-current and applicable Agreement.

3. Hardware

3.1 Hardware may be provided by the Supplier (“Supplier Hardware“), the Supplier’s authorized partner, the Customer or the Customer’s partner (“Partner or Customer Hardware”). The Supplier maintains a list of minimum requirements for mobile hardware (tablets, mobile phones etc.). The Supplier shall have the right to amend the list of minimum requirements for hardware at its sole discretion.

3.2 Minimum requirements for the mobile hardware are: Android 4.4 and iOS 8.0.

3.3 The Supplier shall have no responsibility for Partner or Customer Hardware.

3.4 In case of Supplier Hardware, the Supplier shall be responsible for providing support and maintenance in relation to the hardware in accordance with the separate service agreement for the Supplier Hardware and Services in question.

4. Services

4.1 The Services are provided by supplying the Customer with the Application, Device Management, Survey, Reporting and Website as well as supplying the Customer with the agreed user accounts.

4.2 The Supplier grants to the Customer, for the duration of this Agreement, a limited, non-exclusive and non-transferable right to (i) use the Services for its own internal business purposes (i.a. for the purpose of centralizing content publishing to mobile devices, creating customer feedback or satisfaction surveys, or viewing survey reports) in accordance with the terms and conditions of this Agreement.

4.3 The software supplied as a part of the Services is provided in a machine-readable (binary) format only, and no source code is given to the Customer. The Customer shall not have any other right, except as mandated by applicable laws, to modify, reverse engineer or decompile such software.

4.4 The Customer shall be responsible for ensuring that only authorized persons use the Services. If the Supplier becomes aware that the Services have been used or accessed by unauthorized users, the Supplier shall have the right to suspend the use of the Services by such Customers. The Customer shall notify the Supplier of changes in the user information as soon as possible, however, at the latest within ten (10) days after the change to the information occurred.

4.5 The Customer shall be responsible for ensuring that the persons using the Services on its behalf maintain user names and passwords diligently and do not disclose them to third parties. The Customer shall be responsible for all use of the Services and for the costs of examination and correcting and other damages caused by any misuse when the user names and passwords of the Customer are used.

4.6 The Customer undertakes to inform the Supplier immediately if any password has been lost or revealed to a third party, or if the Customer otherwise has a reason to suspect misuse of a user name or password. The Customer’s liability for the use of the Services, including user names and passwords shall expire when the Supplier has closed the misused Services account after having received the Customer’s notification and has confirmed that it has received the Customer’s notice.

4.7 Application and Device Management do not include a back-up service and the Supplier shall not be responsible for any retention or storage of Customer’s data for the Customer’s purposes. The Customer is solely responsible for taking and maintaining appropriate back-up copies of any data stored in the Application or Device Management as well as ensuring its functionality. The Supplier shall not be held responsible for any loss, destruction or alteration of the Customer’s data or other material and related data and files or the related costs and damages that result, for instance, from the recreation of files. As platform services hosted by the Supplier, Survey and Reporting do include back-ups maintained by the Supplier in accordance with the separate service agreements made for these Services.

4.8 The Customer shall be responsible for any devices, systems, applications, connections and software (including but not limited to Partner and Customer Hardware) it has connected to the Services including but not limited to their functionality and interoperability with the Services and suitability for any purpose. In case of Partner or Customer Hardware, the Customer shall also be responsible for installing the Application to the Customer’s device(s) and any failure occurred in installing or using the Application on the Customer’s device(s). The Customer is responsible for ensuring that the devices, systems, applications, connections and software used by the Customer do not cause any disruption or harm to the Services, the Supplier’s network or to any third parties and the Customer shall be responsible for such disruption and harm. The Customer shall also be responsible for the protection of its data, data communications and data systems as well as costs for communications and other comparable costs related to the use of the Services.

4.9 The Supplier reserves the right at any time to modify, discontinue or suspend, temporarily or permanently all or part of the Services with or without a prior notice. The Customer acknowledges and agrees that the Supplier shall not be liable to the Customer or to any third party for any modification, suspension or discontinuance of the Services. The Supplier shall have no liability towards the Customer and the Supplier shall not be responsible for unavailability or any other failure of the Services or any damages possibly caused by such failure or unavailability.

4.10 The Customer shall not make any unauthorized copies of the Services or the software related thereto and shall be responsible for ensuring that it has all required licenses at all times.

4.11 The Supplier shall repair, without undue delay, any errors in the Services and software related thereto notified by the Customer to the Supplier in writing. An error may also be repaired by providing a work-around, or by supplying the Customer with instructions to work around the error. The Supplier shall not be responsible for any errors caused by the operation of the Services with Hardware provided by another party than the Supplier, or for errors caused by the use of the Services against the Supplier’s instructions, the use of the Services with other parties’ than the Supplier’s products, or by any modifications made to the Services or the software related thereto by any other party than the Supplier. No other warranty to the Services is given by the Supplier. The Supplier’s responsibility for errors in the Services is limited to performing the actions set out herein during the 90 day period.

5. Service Levels

5.1 Unless agreed separately in writing between the parties, the Services shall be available in accordance with the service levels and service times set out herein below.

5.2 Roidu warrants that it will use every commercially reasonable effort to make the service available with a yearly uptime percentage of at least 94.0% during any given year. The downtime of the Services is counted only from the moment the Customer has provided the Supplier with a notice regarding the unavailability of the Services. However, the Supplier shall not be held responsible for failure to meet the annual uptime percentage if such failure was caused by the Customer not using or accessing the service according to instructions provided by the Supplier.

5.3 If the Services are unavailable, the Supplier, or its authorized partner shall initiate work on solving the problem within 48 hours of the receipt of a notice regarding the problem from the Customer.

5.4 The Supplier’s help desk shall be open on Finnish business days from 8:30 A.M. to 4:30 P.M. local Finnish time at a number designated by the Supplier via email. The help desk provides service in English and Finnish.

6. Force Majeure

6.1 Roidu and/or any of its authorized partners shall not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its/their reasonable control, including without limitation: acts of government in its sovereign or contractual capacity, fires, disturbance of data networks, floods, epidemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, acts of terror or specific threats of terrorist activity, transportation or energy.

7. Intellectual Property Rights

7.1 For the ends and purposes of this Agreement, intellectual property rights mean any copyright, trademark, patent, trade secret or other intellectual property rights valid under the Finnish Law or in the local jurisdiction of the agreed country of use (“Intellectual Property Rights”).

7.2 All right, title and interest in and to any Intellectual Property Rights related to and in connection with the Services and software related thereto, and any and all copies, amendments, translations and derivatives thereof shall vest in and be the sole and exclusive property of Supplier or third parties. For the avoidance of doubt, all development work performed by the Supplier for the Customer shall vest in and be the sole and exclusive property of the Supplier. The Customer may not attempt to reverse engineer, de-encrypt or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the Services and the software related thereto.

7.3 Intellectual Property Rights to the Customer’s data uploaded by the Customer to the Services during the term of this Agreement shall vest in and be the sole and exclusive property of the Customer. By uploading any material or data to the Services the Customer grants the Supplier all rights to such material that are necessary for the provision of the Services by the Supplier. Notwithstanding the above, the Supplier has the right to collect and use statistical data related to the Customer data and usage of the Services by the Customer, provided that such statistical data may not contain any personal data of the Customer or its customers.

7.4 The Supplier shall, in no way, assume any responsibility for the Customer ‘s data including any damage to the Customer ‘s data or its correctness, completeness or accuracy. The Customer shall be responsible for ensuring that the Customer ‘s data is in compliance with all applicable laws, including without limitation laws related to the protection of personal data, at all times. Furthermore, the Customer warrants that it has obtained all necessary rights, licenses and permissions under the applicable laws, decrees, regulations and agreements to submit any data to the Services and have the Supplier process such data for the purposes of this Agreement and providing the Services. The Customer shall be responsible for ensuring that the Customer’s data does not infringe any Intellectual Property Rights of third parties. Without prejudice to the Customer ‘s responsibility for data it uploads to or otherwise processes in relation to the Services, The Supplier reserves the right but shall not be obliged to remove any Customer ‘s data from the Services if the Supplier deems such data inappropriate, illegal or otherwise harmful for the Services, the Supplier or third parties.

7.5 In the event any claims are made by a third party against the Supplier based on the infringement by the User’s data of applicable laws (including without limitation laws related to the protection of personal data) and/or third party intellectual property rights, the User agrees, at its own expense, to defend and hold the Supplier harmless against any and all such claims and to reimburse the Supplier any damages or other expenses (including attorneys’ fees) incurred by the Supplier due to such infringement. The User undertakes to pay any damages, costs and expenses caused to the Supplier by any such third party claim as well as any damages awarded to a third-party claimant by a competent court of law or court of arbitration due to a reason attributable to the User’s data.

7.6 In case of such infringement, the Supplier shall have the right to cease the supply of the Services to the Customer immediately.

8. Feedback

8.1 The Supplier would like to receive input, suggestions and other feedback (“Feedback”) on the Services and their individual components. Feedback includes, without limitation, materials as well as ideas or knowhow (whether presented orally, in written form or otherwise).

8.2 With respect to such Feedback, Customer hereby grants to Supplier, under all Customer’s intellectual property and proprietary rights, worldwide, non-exclusive, perpetual, irrevocable, royalty-free rights (1) to use, copy and modify Feedback and to create derivative works thereof, (2) to make (and have made), use, import, sell, offer for sale, lease or otherwise distribute any products or services of Supplier containing Feedback, and (3) to sublicense rights to the extent a license is necessary for using products or services of Supplier.

9. Limitation of Liability

9.1 The Software is provided on an “as is” and “as available” basis and the Customer is solely responsible for its own use thereof. To the maximum extent permitted by law, the Supplier does not have any responsibility or liability for the Services or the Customer ‘s use thereof. The Supplier expressly disclaims any and all warranties, including the warranties of merchantability, non-infringement, correctness and fitness for a particular purpose.

9.2 The Supplier shall not be responsible for any material the Customer receives through the Services. The Customer shall be responsible for the functionality of any tablets or mobile devices it has connected to the Services and that such tablets or mobile devices do not cause any disruption or harm to the Services, the Supplier’s network or to any third parties.

9.3 The Supplier shall not be responsible for storage of any material or data the Customer uploads to or receives through the Services or any material or data (such as but not limited to location data, data on devices and other data on the content of the Services) that is otherwise processed in relation to the Services. The Supplier does not warrant that any data processed for the purpose of providing the Services would be correct, accurate or up-to-date or suitable for any purpose the Customer may have.

9.4 The Supplier shall not be responsible for indirect, incidental, punitive or consequential damages, such as loss of profits, loss of turnover or damages caused by a decrease or interruption in turnover or production in any way arising in context of the Services. The Supplier shall not be responsible for any destruction, loss or alteration of the Customer ‘s data.

9.5 The Supplier’s maximum cumulative liability under this Agreement shall be limited to the amount of 5.000 euros.

9.6 The limitations of liability set out in Section 9.2 and 9.3 shall not apply to damages caused by willful misconduct or gross negligence.

10. Termination

10.1 This Agreement shall become effective after having been accepted by the Customer when entering into a written agreement with the Provider, signing up for using the Services or taking the Services otherwise into use.

10.2 This Agreement shall remain valid for as long as an agreement referred to in Section 9.1 above remains in force between the Customer and the Supplier or the Supplier’s authorized distributor or other authorized partner, or as long as the Customer uses the Services.

10.3 Upon the termination of this Agreement, the Customer’s right to use the Services shall cease immediately.

11. Miscellaneous

11.1 No failure to exercise, nor any delay in exercising, by the Supplier, of any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further exercise thereof or the exercise of any other right or remedy.

11.2 If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions hereof nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby. The invalid provision shall be replaced by a valid one, which achieves to the extent possible the original purpose and commercial goal of the invalid provision.

11.3 The Supplier shall have the right to subcontract a part or all of its obligations under this Agreement to third parties. The Supplier shall be liable for the work of its subcontractors as for work of its own.

11.4 Upon termination of the Agreement, the provisions relating to Intellectual Property Rights, limitations of liability and governing law and dispute settlement shall survive. Also, any other provisions, which by their nature contemplate effectiveness beyond the termination of the Agreement, shall survive the termination.

12. Applicable Law and Dispute Resolution

12.1 This Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.

12.2 All disputes arising out of or relating to this Agreement shall be finally settled in arbitration by one arbitrator in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland and the language to be used in the proceedings shall be English.